Reference is made to the Company’s announcement dated 26 March 2014 and 26 May 2014 in relation to the heads of agreement entered into between the Company and Ranhill Energy for the Proposed Reverse Take-Over.
On behalf of the Board of Directors of Symphony, CIMB Investment Bank Berhad wishes to announce that on 20 June 2014, the following agreements have been entered into:
(i) the Company and Ranhill Holdings Sdn Bhd (“Ranhill Holdings”), a new special purpose vehicle incorporated for the purposes of the Proposed Reverse Take-Over, entered into a scheme of arrangement under Section 176 of the Companies Act, 1965 for the exchange of ordinary shares of RM0.10 each in Symphony (“Symphony Shares”) into ordinary shares of RM1.00 each in Ranhill Holdings (“Ranhill Holdings Shares”) at an exchange ratio of 1 Ranhill Holdings Share for every 10 existing Symphony Shares held at an entitlement date to be determined and announced later(“Proposed Scheme of Arrangement”);
(ii) Ranhill Holdings and RGSB, a wholly-owned subsidiary of Ranhill WP Sdn Bhd, which in turn is a wholly-owned subsidiary of Ranhill Energy, entered into the following:
(a) a conditional share sale agreement (“SSA”) for Ranhill Holdings to acquire equity interest in Ranhill Powertron Sdn Bhd (including convertible unsecured loan stocks), Ranhill Powertron II Sdn Bhd (including redeemable convertible non-cumulative preference shares), Ranhill Power O&M Sdn Bhd, Ranhill Power II O&M Sdn Bhd and Ranhill Power Services Sdn Bhd (collectively known as “RGSB Companies”) for a purchase consideration of RM107 million, to be satisfied by the issuance of 66,875,000 new Ranhill Holdings Shares at an issue price of RM1.60 per Ranhill Holdings Share (“Proposed RGSB Companies Acquisition”); and
(b) a call option agreement for Ranhill Holdings to have the option for a period of 3 to 6 months from the date of the listing of Ranhill Holdings to acquire 51.0% equity interest in Ranhill WorleyParsons Sdn Bhd from RGSB at a call option price to be determined upon its exercise (“Proposed RWorley Call Option”);
(iii) Ranhill Holdings and Ranhill Utilities Sdn Bhd (“RUSB”),a wholly-owned subsidiary of RGSB entered into a conditional SSA for Ranhill Holdings to acquire the following:
(a) equity interest in SAJ Holdings Sdn Bhd, Ranhill Water Services Sdn Bhd, Ranhill Water Technologies (Cayman) Limited (“RWT (Cayman)”) and Water Stone Associates Sdn Bhd (collectively known as “RUSB Companies”) for a purchase consideration of RM693 million, to be satisfied by the issuance of 433,125,000 new Ranhill Holdings Shares at an issue price of RM1.60 per Ranhill Holdings Share (“Proposed RUSB Acquisition”); and
(b) the remaining 47.90% equity interest in RWT (Cayman) from RUSB for a cash consideration of USD25,419,366 plus interest at 5% per annum with effect from 16 August 2013 up to the completion of the RWT (Cayman) SSA 1 and RWT (Cayman) SSA2 (as defined below) (“Proposed Remaining RWT (Cayman) Acquisition”);
(iv) Ranhill Holdings and Stone Equity Sdn Bhd, entered into a conditional SSA for the disposal by Ranhill Holdings of all the equity interest in Symphony for a cash consideration of RM60 million (“Proposed MBO”);
(v) RUSB and Robinson Investments Limited, entered into a conditional SSA for RUSB to acquire 45.23% equity interest in RWT (Cayman)for a cash consideration of USD 24,000,000 equivalent to approximately RM77,280,000 million (based on the exchange rate of RM3.22/USD1, being the middle rate as at 20 June 2014 as extracted from BNM’s website), which is subject to interest at 5% per annum with effect from 16 August 2013 (“RWT (Cayman) SSA 1”) up to the completion of the RWT (Cayman) SSA 1 (“Proposed RWT (Cayman) Acquisition 1”);
(vi) RUSB and Sierra Master (M) Sdn Bhd, Ahmad Zahdi Jamil, Koh Boon Sian, Faizal Othman and Soon Tet Heng (collectively the “RWT (Cayman) Vendors”) entered into a conditional SSA for RUSB to acquire 2.67% equity interest in RWT (Cayman) for a cash consideration of USD1,419,366, equivalent to approximately RM4,570,359 million (based on the exchange rate of RM3.22/USD1, being the middle rate as at 20 June 2014 as extracted from BNM’s website) which is subject to interest at 5% per annum with effect from 16 August 2013 (“RWT (Cayman) SSA 2”) up to the completion of the RWT (Cayman) SSA 2 (“Proposed RWT (Cayman) Acquisition 2”);
(the Proposed RWT (Cayman) Acquisition 1 and Proposed (Cayman) Acquisition 2 are collectively known as the “Proposed RWT (Cayman) Acquisitions”)
Please refer to the attachment for further details.
(This announcement is dated 20 June 2014)
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